1998 Annual Report - Four Seasons Hotels and Resorts

CORPORATE GOVERNANCE(continued)C O M M I T T E E S O F T H E B O A R D O F D I R E C T O R SThe Committees are appointed annually following the election of the Board of Directors at the Annual Meeting ofShareholders. In 1998, the Committees of the Board were as follows:Audit Committee Members: Murray B. Koffler, Lionel H. Schipper, Simon Turner, Benjamin Swirsky (Chairman).The Audit Committee has primary oversight responsibility for the Corporation’s financial reporting, risk managementand internal controls. The Committee has unrestricted access to the Corporation’s personnel and documents and to theCorporation’s external auditors. The Audit Committee reviews the annual financial statements and recommends theirapproval to the Board. The Audit Committee reviews the scope and planning of the external audit, the form of auditreport and any correspondence from or comment by the external auditors regarding financial reporting and internalcontrols. Accordingly, the Corporation complies with the applicable Guidelines.Compensation and Organization Committee Members: Charles S. Henry, Edmond Creed, Nan-b de Gaspé Beaubien,Lionel H. Schipper (Chairman), Benjamin Swirsky, Isadore Sharp.The Compensation and Organization Committee ensures that a process is in place to maintain the compensationprogram for the senior executive officers of the Corporation at a fair and competitive level. The Committee ensures thatprograms related to manpower planning, management development, succession planning, career path planning andperformance evaluation are effectively integrated with the Corporation’s strategy. The Committee reviews the compensationand remuneration of the Board. Accordingly, the Corporation complies with the applicable Guidelines.Corporate Governance Committee Members: Charles S. Henry, Murray B. Koffler (Chairman), J. Robert S. Prichard,Lionel H. Schipper, Benjamin Swirsky.The Corporate Governance Committee’s mandate is to enhance the Corporation’s corporate governance throughcontinuing assessment and policy recommendations on the Corporation’s approach to corporate governance. The Committeedevelops for the approval of the Board the report on the Corporation’s corporate governance practices. When necessary, theCommittee determines suitable candidates for nominees as directors, periodically reviews the mandates of committees ofthe Board, and assesses the effectiveness of the directors, oversees an orientation and education program for new recruits tothe Board in order to familiarize them with the business of the Corporation, reviews the relationship between managementand the Board, and assesses the Board’s effectiveness as a whole. The Committee has also been granted the authority anddirection to take such other initiatives as are needed to help the Board address corporate governance issues and to approvethe engagement of independent advisors for individual directors at the expense of the Corporation, if the need should arise.Accordingly, the Corporation complies with the applicable Guidelines.C O M M U N I C A T I N G T O S H A R E H O L D E R SThe Board of Directors of FSHI is committed to an effective communications policy for the benefit of all stakeholdersincluding shareholders, debt holders, suppliers, guests, governmental authorities, employees and members of the investmentcommunity. In addition to its timely and continuous disclosure obligations under applicable law, the Corporation maintainsan Investor Relations Department and ensures that senior management are available to shareholders to respond to questionsand concerns. Shareholder concerns are dealt with on an individual basis, usually by providing requested information.Material concerns and questions raised by shareholders to senior management are reported by senior management to the Board.The Board has also adopted a policy for dealing with analysts and the financial press so as to ensure a dialogue betweenthe investment community and the Corporation to facilitate the dissemination of information. The policy involves quarterlymeetings with analysts conducted by senior management, with the Corporation’s Chief Corporate Officer involved to theextent practicable.84Four Seasons Hotels Inc.